EIBA is a professional
non-profit association
managed by EIASM
 

Article 1  -  Name and Seat

Hereby the undersigned establish an international non-profit making association with research and educational objectives called the European International Business Academy (EIBA).

This association shall be governed by the dispositions of title III of the Belgian law of 27 June 1921 on non-profit making associations, international non-profit making associations and foundations, modified by the Belgian law of 2 May 2002 as well as by the decrees providing for the enforcement of that law.

The association’s registered office shall presently be established at 1000 Brussels, Place de Brouckère, 31. It can be transferred to any other place in Belgium or any other country through a simple decision by the Executive Committee, to be published in the same month of the transfer in the annexes of the Moniteur Belge.

Article 2  -  Objective and Activities

The objective of the association, which is non-profit seeking, is to provide a professional society for academics and non-academics interested in international business and its applications that will promote, disseminate and stimulate high quality research and education in the field in and outside Europe.

In particular the association will serve as a meeting and communication forum for its members resident in Europe and elsewhere. It will offer a network for the exchange of knowledge on an international level and constitute a framework allowing for a better dissemination of information on research and teaching. The association also aims at the development of relations with all other professional and research-oriented associations which are active in the field of international business, as well as with European or international committees and authorities concerned with political decision making in this field.

In order to achieve its objective, the association has the purpose to:

• Provide a large international network in the field of international business research;
• Provide a forum for research presentations and evaluations;
• Provide publication outlets for high quality research;
• Support young researchers in the field of international business and promote the development of high level international teaching networks;
• Foster a broad variety of methodological approaches and research issues in international business research, and encourage cross fertilisation between approaches;
• Develop an agenda of research topics.

In order to carry out its purpose, the association will be permitted to collect funds, receive donations and sponsorships, organise congresses, symposia, workshops and research sessions and tutorials, maintain a website, publish a newsletter and any other document relating to its purpose. The association may engage in any activity that allow it to carry out its purpose and/or facilitating the development of high quality research or teaching in the field of international business.

Article 3  -  Members

3.1  Members are physical or institutional bodies legally constituted under their own country legislation.

3.2.  Every natural person who is professionally concerned with or interested in research or teaching in the field of international business is, irrespective of nationality, eligible to become member of the association (hereafter referred to as « individual members »). Applications for individual membership of the association must be submitted to the association in compliance with the appropriate form – and supplemented by the pieces of information – as defined by the Executive Committee. The Executive Committee decides regarding the applications.

3.3  Equally official bodies such as professional or legal entities, financial institutions, governmental institutions, universities and other organisations (hereafter referred to as «institutional members») can become members. Applications for institutional membership must be submitted to the association in the appropriate form – and supplemented by the pieces of information – as defined by the Board. The Board decides with regard to these applications.
 
3.4  Membership can be terminated:

(a)  upon decision of the member himself/herself, with effect three months after withdrawal has been communicated by notified mail or other appropriate means to the Executive Committee;
(b) upon decision of the Executive Committee if the membership fee remains unpaid three months after the beginning of the year to which it pertains;
(c)  by the General Assembly which can decide to suspend or exclude a member for serious breach of the standard academic rules of integrity. Prior to the next General Assembly the Board can decide by a two third majority of the votes to suspend any member whose exclusion is planned. Prior to all decisions of suspension or exclusion the member must be given the opportunity of presenting his/her arguments against such a decision.

Former members of the association have no rights on the association’s resources.

Article 4  - General Assembly

4.1  The General Assembly has complete authority in order to achieve the objectives of the association. Without prejudice to the authority that the General Assembly holds in accordance with other provisions of the statutes, particularly the following decisions are reserved to the General Assembly:

- The definition of the general policy of the association;
- The modification of the statutes;
- The approval of the accounts;
- The voluntary closing down/discontinuation of the association;
- The approval of changes in the membership fee;
- The designation and dismissal of Executive Committee and Board members.

4.2  The General Assembly of the members of the association meets annually on the date and venue decided by the Executive Committee and upon convocation by the latter. The Executive Committee can convene an extraordinary General Assembly in case the interests of the association make this necessary. An extraordinary General Assembly must be convened when 20% of the members demand to do so.

 At least 30 days before the General Assembly meeting, the convening invitation accompanied by the agenda must be sent to the members. The convening invitation will be sent by postal mail, fax or electronic mail or any other way of communication.

 
4.3  The Chairperson of the association, or in his absence the Vice-Chairperson or another member of the Board elected by the General Assembly at the beginning of the meeting, chairs the General Assembly.

4.4  The General Assembly only validly confers, if a tenth of the members or 25 members (should this last number be lower than the first) are present.

If this quorum is not reached, the next General Assembly is allowed to rule on the relevant issues no matter how many members are present.

4.5  Each member has one vote. Decisions are taken by simple majority of the votes unless a special majority is required by law or by the statutes themselves.

4.6  The decisions of the General Assembly are recorded in a register (minutes of the General Assembly), which is kept at the headquarters (social seat) of the association by the secretary, who keeps them at the disposal of the members.

Article 5  -  The Board

5.1  The association is administered by the Board, which governs the association and holds the powers of administration except those vested in the General Assembly. It can give special and well-defined powers to representatives or ad hoc committees that it has assigned including the case where the present statutes attribute specific competencies to the Board.

5.2  The Board shall consist of the following officers:

- the Chairperson
- the Vice-Chairperson
- the President
- the immediate Past-President
- the President-Elect
- National or Regional Representatives as appointed by the General Assembly
- the Editor of the official journal
- the Executive Secretary.

5.3  The terms of appointment shall be as follows:

- Chairperson: 3 years
- Vice-Chairperson: 3 years
- President: 1 year
- Immediate Past President: 1 year
- President-Elect: 1 year
- National or Regional Representatives: 5 years

If any of the officers fails to complete his/her term of appointment, then his/her replacement shall serve the term set out above.

The mandates of the Chairperson, the Vice-Chairperson and the National or Regional Representatives can only be renewed once for the same term of appointment.

5.4  The National or Regional Representative who has come to the end of his term or wants to leave/resign from the Board proposes a successor to the Executive Committee. Upon acceptance of the Executive Committee, the proposal is submitted to the Board. After approval by the Board, the candidate is presented to the General Assembly for acceptance.

5.5  The regular annual meeting of the Board shall be held in connection with the Annual Conference and before the General Assembly.

A second meeting may be held following the General Assembly to consider matters arising there. The convening letter will be sent by postal mail, fax or electronic mail or any other way of communication.

Special meetings, such as Interim Board Meetings, may be called by the Chairperson.

The Board can validly convene if at least five of its members are present provided that all members have been invited. Decisions are taken by simple majority of the votes.

 
5.6
(a)  The Board can authorise any member to participate in a meeting of the committee through all means of communication, allowing for a collegial exchange (for example: teleconferencing).

Moreover, in exceptional cases justified by urgency, the Board can authorise one of its member(s) to participate in one of the committee's meetings by all other means of communication (for example email or fax). Decisions taken in this way have to be ratified during the following meeting. It is nevertheless required that a fully documented information notice covering all points of the agenda has been previously sent to the members of the Board willing to vote by the aforementioned means of communication. 

A member participating in a meeting of the Board in one of the modes specified above is considered as present during the meeting and is able to express his vote according to the agreed mode.

(b) The Board can also take decisions without convening its members physically but instead by organising the meeting by all means of communication that provide for a collegial exchange between members (for example: teleconferencing, e-mail or fax).

Decisions taken in this way require that a fully documented information notice covering all points of the agenda has been previously sent to the members of the Board and have to be ratified during the following meeting.

It is required that the issues of deliberation and the proposed actions are communicated to all members by email, fax or any other mode of (tele)communication. A reasonable time span has to be granted to the members permitting them to make known their views and their vote to the Chairperson.

The decisions of the Board are minuted and archived at the seat of the association.

5.7  Except in the case of special proxies/power of attorney all deeds binding the association must be signed by two members of the Executive Committee who do not have to justify the powers endowed towards third parties.

5.8  The Board represented by its Chairperson or another member assigned by the Chairperson pursues legal action as plaintiff as well as defendant.

 
Article 6  -  The Officers

6.1  The Chairperson shall be the chief spokesperson for the association, the chairman of the Board, and Presiding Officer at all meetings of the membership and its governing bodies. S/he shall appoint committees as are necessary for the activities of the association during her/his term of office. S/he shall serve or appoint others to serve as liaison with other professional bodies.
 
6.2  The Vice-Chairperson is responsible for controlling the financial situation of the association. This has to be done in cooperation with the EIASM, as long as the Institute is the cooperation partner of EIBA. The Vice-Chairperson will present a yearly report about the financial situation of EIBA to the Board and the General Assembly. S/he has also to give a statement about the impact of financial decisions and investment decisions made by the Executive Committee or by the Board.

6.3  The President is primarily responsible for the planning and preparation of the Annual Conference of the association. To this effect, s/he will act as Programme Chairperson for the coming meetings, appoint committees or session chairpersons as necessary, and generally oversee the organisation, content and quality of the Annual Conference. The subsequent year the President will become Past President for one year. The President-Elect will be responsible for the organisation of the Annual Conference of the following year.

6.4  The National Representatives promote the association in their country, provide the Board with feedback from the members in their country, act as liaison with national international business organisations, and provide information to the association’s Newsletter on a regular basis.

6.5  The appointment of the Editor of the Journal of the association is specified in a separate agreement made by and between the publisher of the journal and EIBA.

6.6  The records and accounts of the association as well as the association's day-to-day operations is done, under the responsibility of the EIBA Board, by the EIASM whose Programme Coordinator will be the Executive Secretary of the association. In case the association should no longer be administered by the EIASM, another person could be nominated as well as excluded by the EIBA Board.

Article 7  -  The Executive Committee

7.1  The Executive Committee is composed of the Chairperson, the Vice Chairperson, the President, the Past President and the Executive Secretary.

7.2  The Executive Committee is responsible for the daily management of the association and reports to the Board. The Executive Committee can delegate certain responsibilities and powers to its members, especially to the Executive Secretary. It keeps the Board informed about important issues such as the selection of the time and place of the meetings of the Board and of the General Assembly. The Executive Committee makes sure that the organisation of programmed conferences is proceeding well.

7.3  The Executive Committee can only validly convene if at least half of its members are present.

The decisions of the Executive Committee are taken by simple majority of its members. In case of parity of votes, the Chairperson will have the deciding vote. Decisions of the Executive Committee shall be null and void if disapproved by the Board in a majority of voting.

The decisions of the Executive Committee are minuted and archived at the seat of the association.

7.4
(a)  The Executive Committee can authorise any member to participate in a meeting of the committee through all means of communication, allowing for a collegial exchange (for example: teleconferencing).

Moreover, in exceptional cases justified by urgency, the Executive Committee can authorise its member(s) to participate in one of the committee's meetings by all other means of communication (for example email or fax). Decisions taken in this way have to be ratified during the following meeting.

A member participating in a meeting of the Executive Committee in one of the modes specified above is considered as present during the meeting and is able to express his vote according to the agreed mode.

(b)  The Executive Committee can also take decisions without convening its members physically but instead by organising the meeting by all means of communication that provide for a collegial exchange between members (for example: teleconferencing, email or fax). Decisions taken in this way have to be ratified during the following meeting.

It is required that the issues of deliberation and the proposed actions are communicated to all members by email, fax or any other mode of telecommunication. A reasonable time span has to be granted to the members permitting them to make known their views and their vote to the president.

Article 8  -  Finances

8.1  The structure and the amount of the fees payable by the members are proposed by the Board. Fees shall be reviewed by the Executive Committee and any changes must be submitted to the Board and subsequently to the General Assembly for final approval at its Annual Conference.

8.2  Payment of the membership fee includes the right to receive the journal of the association, provided the association continues to have a journal, and to participate in the events organised by the organisation subject to the modalities decided by the Board. Members whose dues are unpaid for one full year after billing shall be dropped from membership rolls after 3 calendar months but will no longer receive the journal.

8.3  The annual accounts of the association are prepared by the EIASM as long as the association is administered by the EIASM. They have to be controlled and approved by the Vice-Chairperson. The Vice-Chairperson will present a yearly report about the financial situation of EIBA to the Board and the General Assembly and ask for approval. The accounting year of the association corresponds to the civil year.

Article 9  -  Modification of the statutes

The following rules must be respected if the statutes are to be modified:

(a)  Proposals to modify the statutes can be forwarded by the Board or by at least 20% of the members.

(b) The Board must submit the proposal for modification as it was formulated to the members at least three months before the date of the General Assembly convened to rule on this modification.

(c)  The General Assembly can only validly convene for this particular purpose if it assembles at least two thirds of the members, through presence or representation. If this quota cannot be achieved, the next General Assembly will definitely and legitimately rule on the proposal disregarding attendance. The initial convening letter can in this respect include an invitation for a second General Assembly on a certain date, for the case that the quota of attendance defined above is not achieved during the first General Assembly that had been convened to decide on the proposal of modification.

(d)  The proposal or all modifications thereof can only be adopted if they attain two thirds of the votes of the members present or represented. The modifications to the statutes will have to be submitted to the Ministry of Justice and be published in the Annexes of the Moniteur Belge.

Article 10  -  Dissolution

The General Assembly can decide to dissolve the association, in accordance with the rules laid down for the modification of the statutes. If the dissolution is agreed, the General Assembly appoints an official liquidator, determines his powers and allots possible surplus from liquidation to a beneficiary (s) that should pursue similar objectives to those of the association.

Article 11  -  Transitory Arrangement

All that has not been provided for by the present statutes is regulated by the dispositions of title III of the law of 27 June 1921 on non-profit making associations, international non-profit making associations and foundations.

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